Shell corporation
A shell corporation is a or that exists only on paper and has no office and no employees, but may have a bank account or may hold passive investments or be the registered owner of assets, such as , or ships. Shell companies may be registered to the address of a company that provides a service setting up shell companies, and which may act as the agent for receipt of legal correspondence (such as an accountant or lawyer). The company may serve as a vehicle for business transactions without itself having any significant s or operations. Sometimes, shell companies are used for , , and , or to achieve a specific goal such as . Anonymity may be sought to shield personal assets from others, such as a spouse when a marriage is breaking down, from creditors, from government authorities, besides others. Shell companies can have legitimate business purposes. They may, for example, act as trustee for a trust, and not engage in any other activity on their own account. This structure creates for the trustee. A corporate shell can also be formed around a partnership to create limited liability for the partners, and other business ventures, or to immunize one part of a business from the risks of another part. Shell companies can be used to transfer assets from one company into a new one, while leaving the liabilities in the former company. SEC definition The defines a "shell" company as follows: 'Shell company: The term shell company means a registrant, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB ( § 229.1101(b) of this chapter), that has: (1) No or nominal operations; and (2) Either: (i) No or nominal assets; (ii) Assets consisting solely of cash and cash equivalents; or (iii) Assets consisting of any amount of cash and cash equivalents and nominal other assets.' Background Some shell companies may have previously had operations that shrank due to unfavorable market conditions or company mismanagement. A shell corporation may also arise when a company's operations have been wound up, for example following a takeover, but the "shell" of the original company continues to exist. The term "shell corporation" does not describe the purpose of a corporate entity, but in general is more informative to classify an entity according to its role in a particular corporate structure; e.g. , , or a . Shell companies are a main component of the , especially those based in s. They may also be known as , personal , , or " " companies. Shell companies can also be used for tax avoidance. A classic operation may utilize favorable among multiple corporate entities to lower tax liability in a certain country; e.g. . A , used often in the context of a larger corporate structure, may be formed to achieve a specific goal, such as to create . Examples Shell companies can be used to transfer assets of one company into a new company without having the liabilities of the former company. For example, when purchased the bankrupt in June 2013, they formed a shell company in September 2013, called Sega Dream Corporation, into which were transferred valuables assets of the old company, including the brand and Index Corporation's . This meant that the liabilities of the old company were left in the old company, and Sega Dream had clean title to all the assets of the old company. The former Index Corporation was then . Sega Dream Corporation was renamed as Index Corporation in November 2013. When purchased , they used a shell company by the name of Huk 10 Ltd. in order to secure funds and minimize liability. HMV was then sued by Huk 10 Ltd., allowing Hilco to regain assets and dispose of HMV Canada. As another example, the use of a shell company in a tax haven makes it possible to move profits to that shell company, in a strategy called tax evasion. Suppose a United States company wants to buy products from overseas. If it brings the products directly to the United States, it will have to pay US tax on the profits. To avoid this, it may buy the products through a non-resident shell company based in a tax haven, where it is described as an offshore company. The shell company would purchase the products in its name, mark up the products and sell them on to the US company, thereby transferring the profit to the tax haven. (The products may never actually physically pass through that tax haven, and be shipped directly to the US company.) As the shell company is not based in the United States, its profit is not subject to US income tax, and as it is an offshore company in the tax haven jurisdiction, it is not taxed there either. Under the tax haven law, the profits are deemed not to have been made in the jurisdiction, with the sale deemed to have taken place in the United States. As US personal income tax is significantly less important than corporate income tax, US company executives would claim a salary (or fees, consulting fees, etc.) from the company's profits. In addition, there are several shell companies that are used by broadcasting groups to circumvent limits on television station ownership. For example, forms local marketing agreements with stations owned by and ; nearly all of the stock of Cunningham Broadcasting is controlled by trusts in the name of the owner's children. Other examples include controlling television stations owned by and . Countries of domicile Typical countries of domicile of shell companies are offshore financial centers like , , , , , and the including and in Europe, , , , , and in the Caribbean, in Central America, and and in Asia. In the US, some states like and host many shell companies. Shell companies are usually offered by law firms based in those countries. The process of establishing a shell company can sometimes be done very quickly online. Abuse Shell companies have been used to commit fraud, by repeatedly creating an empty shell company with a name similar to existing real companies, then running up the price of the empty shell and suddenly selling it ( ). There are also shell companies that were created for the purpose of owning assets (including tangibles, such as a real estate for property development, and intangibles, such as or ) and receiving income. The reasons behind creating such a shell company may include protection against litigation and/or tax benefits (some expenses that would not be deductible for an individual may be deductible for a corporation). Sometimes, shell companies are used for or . Offshore Leaks In 2013 the published a report called "Offshore Leaks" with information about the use and owners of 130,000 shell companies. Many of the shell companies belonged to politicians and celebrities from around the world and were being used for tax evasion and hiding financial assets. Panama Papers In 2016 a leak of 11.5 million documents to the German newspaper revealed information about owners of more than 214,000 shell companies administered by the law firm in Panama. The shell companies were used by politicians, business men, autocrats, and terrorists from around the world for tax evasion and other illegal activities. India After India's decision to on 8 November 2016, various authorities noticed a surge in shell companies depositing cash in banks, possibly in an attempt to hide the real owner of the wealth. In response, in July 2017, the authorities ordered nearly 2,000 shell companies to be shut down while (SEBI) imposed trading restrictions on 162 listed entities as shell companies. A high-level task force found that hundreds of shell companies were registered in a few buildings in . Many of those were found to be locked, with their padlocks coated in dust and many others which had office space the size of cubicles. Regulation Since shell companies are very often abused for various illegal purposes, regulation of shell companies is becoming more important to prevent such illegal activities. United Kingdom Currently British overseas territories and crown dependencies are only required to tell the true name of owners of shell companies upon request from official law enforcement agencies. However, by 2020 they will be forced to publish these names in a public register in order to prevent anonymous use of shell companies. United States The new customer due diligence (CDD) rule from 2016 forces banks to know the names of their customers in order to reveal them to law enforcement agencies upon request. Thereby, anonymous misuse of shell companies shall be prevented. The rule is administered by the (FinCEN). India A "Task Force On Shell Corporations" was constituted in 2017 under the chairmanship of the Revenue Secretary to the Government Of India and Corporate Affairs Secretary to Govt. Of India, for effectively tackling malpractice by shell companies in a comprehensive manner. References Category:Monetary system